Meglon Infra-Real (India) Ltd Directors Report.

To,

The Members

MEGLON INFRA-REAL (INDIA) LIMITED

Your Directors presenting their 32nd Annual Report on the business and operations of the Company and statement of accounts for the year ended 31st March, 2020.

Financial Summary/Highlights:

During the financial year, the performance of the Company is as under:

Particulars 2019-20 2018-19
Total Income - 3,00,000
Less: Expenses (75,000) (6,97,867)
Profit/ (Loss) before exceptional and extraordinary items and tax (75,000) (3,97,867)
Exceptional items - -
Profit/(Loss) before extraordinary items and tax (75,000) (3,97,867)
Less: extraordinary items - -
Profit before tax (75,000) (3,97,867)
Current Tax - -
Deferred Tax - -
Profit (Loss) After Taxation (75,000) (3,97,867)

Overview of Companys Financial Performance:

During the year under review, there is no Income from Sales and Services was against Rs. 3,00,000/- in the previous year. The Company has suffered a net loss of Rs. (75,000) in the current financial year and net loss of Rs. (3,97,867) in the previous financial year.

Transfer to reserves:

During the financial year, the Company did not transfer any amount to reserve.

Dividend:

Considering the fact, that the Company has suffered a loss, your Directors have decided not to recommend any dividend on the equity shares for the year ended March 31, 2020.

Impact of COVID-19:

The Company is mainly engaged in the business of Real Estate Business. In the recent past, management of the Company has been changed with respect to transferred of ownership. New management of the Company not yet started the operational and business activities of the Company and still looking for various possibilities to start business opportunities for the Company. However, due to the uncertainties during this pandemic, which continues to be a national and global crisis, we are unable to gauge the overall economic impact in the near term, and it may further impact on our business when Company starts the business.

Change in the nature of business:

There was no change in the nature of business of the Company during the financial year. Public Deposits:

During the financial year 2019-20, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

Subsidiaries, Associate and Joint venture Companies:

As on March 31, 2020, according to Companies Act, 2013 and rules made there under the Company does not have any Subsidiary Company, Associate Company and Joint Venture Company. Hence, ‘Form AOC - 1 is not applicable.

Directors and Key Managerial Personnel:

During the financial year 2019-2020 there is no Change in the Composition of Board of Directors and Key Managerial Personnel.

Declaration by Independent Directors:

The Company has received necessary declaration from each Independent Director under Section 149 (7) of the Companies Act, 2013 that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future:

During the financial year, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

Adequacy of Internal Financial Control:

Subject to the matters described by Statutory Auditor in their report on the financial statements of the Company, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively.

Committees of the Board

In accordance with the Companies Act, 2013 and Listing Regulations, the Company has following Committees in place:

• Audit Committee

• Stakeholders Relationship Committee

• Nomination and Remuneration Committee

Details of the said Committees along with their charters, compositions and meetings held during the financial year, are provided in the "Report on Corporate Governance ‘Annexure D, as a part of this Annual Report.

Establishment of Vigil Mechanism:

The Company has established and adopted Vigil Mechanism and the policy (Whistle Blower Policy) thereof for directors and employees of the Company in accordance with Section 177 of the Companies Act, 2013 or any other provisions of Companies Act, 2013 as well as Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements Regulations, 2015). During the year under review, no personnel of the Company approached the Audit Committee on any issue falling under the said policy. The vigil mechanism policy is available on the website of the Company at link: http://www. meglonindia.in/investors.asp

Particulars of remuneration to employees:

Pursuant to provisions of Section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the particulars of remuneration to the Directors and employees of the Company and the details of the ratio of remuneration of each director to the median employees remuneration is not required to annexed herewith with this Report as the Company does not have any employee on its payroll as on March 31, 2019 & March 31, 2020.

Management Discussion and Analysis:

The Management Discussion and Analysis forms part of the Directors Report is annexed herewith as ‘Annexure C.

Corporate Governance Report:

As required by Chapter IV read with Schedule V, Part C of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a report on Corporate Governance form part of this Annual Report as ‘Annexure D

Auditors:

a) Statutory Auditors:

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Board recommends the appointment of M/s. NSVR & ASSOCIATES LLP Chartered Accountants, (FRN: 008801S/S200060), to hold office from conclusion of ensuing Annual General Meeting till the conclusion of Next Annual General Meeting i.e. up to Annual General Meeting to be held for the financial year ended 31st

March 2021, to conduct Audit for the financial years 2020-21 as the Statutory Auditors of the Company.

The consent of the Auditors along with certificate under Section 139 of the Act have been obtained from the Auditors to the effect that their appointment, if made, shall be in accordance with the prescribed conditions and that they are eligible to hold the office of Auditors of the Company.

Necessary resolution for of appointment of the said Auditors is included in the Notice of AGM for seeking approval of members.

Explanations by the Board on qualification, reservation or adverse remark or disclaimer made by the:

b) Secretarial Auditor:

Directors have appointed M/s. AVS and Associates, Practicing Company Secretaries to conduct the Secretarial Audit of the Company for the financial year 2019-2020, as required under Section 204 of the Companies Act, 2013 and rules made thereunder. Secretarial Auditor for the financial year 2019-2020 forms part of the Directors Report as ‘Annexure B to the Boards report.

• Company secretary in practice in his Secretarial Audit Report:

The Qualifications/Observations given by the Company secretary in practice in his Secretarial Audit Report for the financial year 2019-2020 is as follows:

Observations Director Reply
Composition of Nomination & Remuneration Committee is not as per provisions of Section 178 of the Companies Act, 2013 The Company has taken noting of the same and also initiated the requisite process to meet the requirements of Section 178 of the Companies Act, 2013.
As on March 31, 2020, the Company has not appointment Internal Auditor under Section 138 and Whole-Time Company Secretary & Chief Financial Officer as required under section 203 of Companies Act, 2013. Management has taken reasonable steps to appoint suitable candidates/persons for the said position considering the financial position of the Company. As on date, the Company has Internal Auditor and Whole-Time Company Secretary & Chief Financial Officer in place as required under the Companies Act, 2013.
Various ROC forms required to be filed under various sections of the Companies Act, 2013 were not filed including appointment of Managing Director & Whole-Time Director and in few circumstances forms were filed with delay. Further, the Form ACTIVE (INC- 22A) not filed by the Company, hence, the status of the Company is Active NonCompliant in the ROC records Due to some technical reasons, the company has not filed Form ACTIVE (INC-22A) with the ROC, consequently, the company was not able file various ROC Forms. However, the company has initiated the required actions to comply with the same.
As per records, there were some investments made by the Company in equity share capital of other companies. New Management of the Company has taken noting of the same and stared the process to identify its status. Very soon, the company will
However, the management is unable to give details of status of said investments as on date. Hence, we are unable to comment on compliances required to be made pursuant to the said investments as per Companies Act, 2013 & other applicable laws identify its status and provide requisite clarifications in the notes to accounts of the financial result after getting proper clarity on it.
Newspapers Publications for the AGM held on 30th September, 2019 as required under section 108 the Companies Act, 2013 were not found in the records of the Company Due to some internal administrative changes, relevant newspapers are not traceable. The company will search the same and provide to the auditor.
Some portion of the promoters holding is still in physical form as against the requirement of 100% holding in dematerialized form under Regulation 31(2) of SEBI (LODR), 2015 There are minor i.e. 200 shares which is 0.009% of Total Promoters holding not in demat form. However, the company has initiated the process for its dematerialization.
The structured digital database as required to be maintained under Regulation 3(6) of SEBI (PIT) Regulation, 2015 not maintained as on 31stMarch, 2020 The Company has maintained excel sheets with password protected for ensuring requirements of Regulation 3(6) of SEBI (PIT), 2015 as on March 31, 2020.Currently, the Company is in process for setting up of the same in digital format.

Employees Stock Option Scheme (ESOS), Sweat Equity & Shares having differential voting rights:

Your Company has not issued any shares to the employees of the Company under the Employee Stock Option Scheme, Sweat Equity and with differential voting rights in the previous financial year.

Extract of Annual Return:

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the Annual return in the prescribed format is annexed herewith as ‘Annexure A to the Boards report.

Number of Meetings of the Board:

During the financial year, 4 (Four) Board Meetings were held, the details of which are given in the Corporate Governance Report forming part of the Annual Report.

Directors Responsibility Statement:

Pursuant to the requirement of Section 134(3) (c) of the Companies Act 2013, with respect to the Directors Responsibility Statement, it is hereby confirmed:

a) That in the preparation of the accounts for the financial year ended on 31st March, 2020, the applicable accounting standards have been followed along with proper explanation relating to material departures,

b) That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent

so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2020 and of the profit/loss of the Company for the year ended on that date;

c) That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) That the Directors had prepared the accounts for the financial year ended on 31st March, 2020 on a ‘going concern basis.

e) That Directors had laid down adequate financial controls and that the financial controls were adequate and were operating effectively.

f) That Directors had devised proper systems to ensure compliance with the provisions of all applicable laws, all applicable secretarial standards were in place and were in adequate up to some extent.

Policy on Directors appointment and remuneration:

Policy for Selection and Appointment of Directors and their Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted and altered by the Board and available at http://www.meglonindia.in/investors.asp

Maintenance of Cost Records:

Maintenance of Cost Records as specified by Central Government under Sub-Section 1 of section 148 of the Companies Act, 2013 is not applicable to the Company so its not required to maintain by the Company.

Disclosure under Sexual Harassment Act:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. During the year, there were no complaints filed against any of the employees of the Company under this Act.

Disclosure Under Section 43(A)(Ii) of the Companies Act, 2013:

During the year, the Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 54(1)(D) of the Companies Act, 2013:

During the year, the Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Disclosure Under Section 62(1)(B) of the Companies Act, 2013:

During the year, the Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of

Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.

Particulars of loans, guarantees or investments under Section 186:

During the financial year 2019-2020, there are no such transactions transacted by the Company and hence particulars of details of loans, guarantee, security or investments covered under Section 186 of the Companies Act, 2013 are not required to be furnished. Additionally mentioned in details, in the notes to accounts of financial statements.

Particulars of contracts or arrangements made with related parties:

The Company has not entered in to any transactions/contracts/arrangements referred to in Section 188 (1) of Companies Act, 2013 with related party (ies) as defined under the provisions of Section 2(76) of the Companies Act, 2013. Hence, ‘Form AOC - 2 is not applicable.

Corporate Social Responsibility (CSR):

The Company is not falling in any criteria as mentioned in Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Act. Hence, provision of CSR is not applicable to the Company.

Disclosure under Sexual Harassment Act:

The Company is committed to maintaining a productive environment for all its employees at various levels in the organization, free of sexual harassment and discrimination on the basis of gender. During the year, there were no complaints filed against any of the employees of the Company under this Act.

Material changes and commitments affecting financial position between the end of the financial year and date of report:

There are no material changes and commitments occurred which affect the financial position of the Company between the end of the financial year and date of report.

Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo:

The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are not required to be furnished considering the nature of activities undertaken by the Company during the year under review. Further during the year under review, the Company has neither earned nor used any foreign exchange.

Risk Management Policy and Compliance Framework:

Risk Management policy of the Company has been developed and implemented, recommended by the Audit Committee and approved by Board of Directors. The Risk Management Policy is available at http://www.meglonindia.in/investors.asp. In the opinion of the board the below given risks may threaten the existence of the Company:

External Risk Factors:

a. Economic Environment

b. Market conditions

c. Competition

d. Technology

Internal Risk Factors:

a. Contractual Compliance

b. Environmental Management

c. Human Resource Management

d. Change in the Management

Secretarial standards compliance:

The Institute of Company Secretaries of India, a Statutory Body, has issued Secretarial Standards on various aspects of corporate law and practices. The Company has devised proper system to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

Board Evaluation:

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and Individual Directors. Schedule IV of the Companies Act, 2013 and regulation 17 (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Policy for Evaluation of performance of Board of Directors of the Company is available at website of the Company available at http://www.meglonindia.in/investors.asp

Acknowledgment:

Your Directors would like to express their grateful appreciation for the assistance, support and co-operation received from the Banks, Government Authorities and Shareholders during the year under review.

By Order of the Board of Directors Meglon Infra-Real (India) Limited

SD/-

Inderjit K Sharma Director and Chairman DIN: 07937704

22 Prathibha Row House, Honey Park Road Adajan, Surat, Gujarat 395009, India Date: 29/08/2020 Place: Gujarat